Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is entered into between Innovex,
Inc., a Minnesota corporation (collectively, with its subsidiaries, affiliates
and parent companies, "Innovex" or the "Company"), and Xxxxx Xxxxxxxx
("Employee") as of November 16, 2007.
WHEREAS, the Company and Employee entered into an Employment Agreement dated
October 19, 2005 (the "Agreement"), and
WHEREAS, the Company and Employee desire to amend the Agreement on the terms set
forth herein.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, it is hereby agreed by and between the parties hereto as
follows:
1. Sections 1 and 2 of the Agreement are hereby amended in their entirety
to read as follows:
"1. Employment and Term. Innovex agrees to employ the Employee and the
Employee agrees to serve Innovex until terminated by the Employee or
Innovex with or without Good Cause or with or without Good Reason upon
written notice. If not sooner terminated, Employee's employment with
the Company shall end on the first anniversary date of this Agreement.
2. Duties. The Employee shall have only such duties and
responsibilities as may be assigned to him by the CEO. Employee shall
faithfully and diligently do and perform all such acts and duties and
furnish such services for Innovex as the CEO or Board shall direct."
2. Sections 5.1 and 5.3 of the Agreement are amended in their entirety to
read as follows:
"5.1 Termination of Employment.
If Employee's employment is terminated by the Company or Employee for
any reason (including any reason described in Section 5.3.1), other
than Good Cause, base salary and the employer share of Employee's
Innovex group health and dental premiums will continue to be paid for
365 days from Employee's termination date, subject to 5.6, 5.7 and
Employee's other obligations hereunder, provided the 365 day period
shall be reduced by one day for each day after the date hereof that
Employee continues in the employ of the Company. If Employee's
termination is for Good Cause, his base salary and benefits will be
paid only through his termination date.
5.3 Change in Control.
5.3.1. If Employee's employment is terminated without Good Cause or
Employee resigns for Good Reason following a Change in Control, he will
receive, in addition to the payments as required for a termination
under Section 5.1, immediate 100% vesting of any unvested stock options
(such payments and option vesting, collectively, the "Parachute
Payments"). Approval of this Agreement by the Compensation Committee of
the Board shall be deemed approval of the vesting of options as
provided in the immediately preceding sentence for all purposes under
Innovex stock purchase and stock option plans and programs. Employee's
right to the benefits provided in this 5.3.1 is contingent upon the
requirements of 5.6 and 5.7, and his compliance with his other
obligations hereunder.
5.3.2. If the Employee or Innovex would be subject to excise tax or
denial of deduction under Sections 280G and 4999 of the Internal
Revenue Code as a result of the Parachute Payments described in 5.3.1,
Innovex shall reduce or eliminate such payments to the extent necessary
to reduce the aggregate "present value" (as defined in Section
280G(d)(4) of the Code) of such payments to $100 less than an amount
equal to three times Employee's "base amount" (as defined in
280G(b)(3)(a) and (d)(1) and (2) of the Code) so that Employee is not
subject to tax under Section 4999 and no Innovex deduction is
disallowed pursuant to Section 280G(a)."
3. Section 5.2 is hereby deleted and all references to such section in the
Agreement shall be without force or effect.
4. Except as provided in this Amendment No. 1 to Employment Agreement, all
of the terms and conditions of the Agreement remain in full force and
effect.
AGREED:
Dated: 11-16-07 /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
INNOVEX, INC.
Dated: 11-16-07 /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
